EXHIBIT 10(p)

<PAGE>


                                 PROMISSORY NOTE

                                                      December 29, 2008

      FOR VALUE RECEIVED, CEL-SCI Corporation (Borrower) promises to pay to
Maximilian de Clara or order (Note Holder) all amounts which from time to time
may be advanced by the note holder to the borrower, up to a maximum of $1
million, together with interest on the unpaid principal balance from the date of
this note until paid, at the rate of 15% per annum.

      This Note, together with all accrued but unpaid interest, shall be due and
payable on the first to occur of the following:

          o March 27, 2009; or



          o the date the Borrower obtains funding (weather by means of
            convertible debt or equity) of at least $2,000,000 net of fees,
            exclusive of any funding obtained by means of this Note or any notes
            which are the same series as this Note.

      Principal and interest shall be payable at the following address, or such
other place as the Note Holder may designate:



            Maximilian de Clara
            6078 Lungern (OV)
            Bergstrasse 79
            Switzerland



On March 27, 2009 CEL-SCI will issue to Maximilian de Clara one warrant for each
dollar loaned to the Company by Maximilian de Clara. This warrant will allow the
investor to purchase CEL-SCI common stock at a price that is equal to the
closing market price on March 26, 2009. The warrants will have a life of 5 years
and will be registered with the next registration statement.

      Payments received for application to this Note shall be applied first to
the payment of costs and expense of collection and/or suit, if any, second to
the payment of accrued interest specified above, and the balance applied in
reduction of the principal amount hereof.

      If this Note is not paid when due, the Note Holder shall be entitled to
collect all reasonable costs and expense of collection and/or suit, including,
but not limited to reasonable attorneys' fees.

      Borrower may prepay the principal amount outstanding under this note, in
whole or in part, at any time without penalty.

                                       2
<PAGE>

      Borrower and all other makers, sureties, guarantors, and endorsers hereby
waive presentment, notice of dishonor and protest, and they hereby agree to any
extensions of time of payment and partial payments before, at, or after
maturity.

     Any notice to Borrower provided for this Note shall be in writing and shall
be given and be effective  upon (1) delivery to Borrower,  (2) by e-mail as long
as the e-mail  receipt was  acknowledged  or (3) mailing  such notice by mail or
couriers such as FedEx,  addressed to Borrower at the Borrower's  address states
below,  or to such other address as Borrower may designate by notice to the Note
Holder. Any notice to the Note Holder shall be in writing and shall be given and
be effective upon (1) delivery to Borrower,  (2) by e-mail as long as the e-mail
receipt was  acknowledged or (3) mailing such notice by mail or couriers such as
FedEx,  to the Note Holder at the address stated above, or to such other address
as Note Holder may designate by notice to Borrower.



                               CEL-SCI CORPORATION





                                    By /s/ Geert Kersten
                                      ---------------------------------
                                      Geert R. Kersten, Chief Executive Officer



                               ADDRESS OF BORROWER

                                     8229 Boone Boulevard, Suite 802
                                     Vienna, VA 22182, USA
                                     703-506-9460

                                       3
<PAGE>


                        1st Amendment to PROMISSORY NOTE

                                                                 April 30, 2009


      On December 29, 2008, CEL-SCI Corporation (Borrower) signed a promissory
 note to Maximilian de Clara or order (the Note Holder). Pursuant to this note
 CEL-SCI was to have repaid the note by March 27, 2009 and was to have issued
 warrants on CEL-SCI stock to Maximilian de Clara. This note is now being
 amended as follows:

 All terms of the note will stay the same except for:

     1)   The note is now due on June 27, 2009;

     2)   On June 27,  2009  CEL-SCI  will  issue  to  Maximilian  de Clara  1.5
          warrants for each dollar loaned to the Company by Maximilian de Clara.
          This warrant will allow the investor to purchase  CEL-SCI common stock
          at a price that is equal to the closing market price on June 26, 2009.
          The warrants will have a life of 5 years and will be  registered  with
          the next registration statement.

     3)   If there is an  earlier  financing  that  triggers  a reset  under the
          convertible  debentures,  CEL-SCI will issue the warrants to be issued
          to Mr. de Clara  pursuant  to No. 2 at such  earlier  time at the same
          price as the reset price.

     4)   If there is no  earlier  financing  that  triggers  a reset  under the
          convertible   debentures,   CEL-SCI   will  also   offer  a  right  of
          participation  to  Maximilian  de Clara for the whole amount due under
          the promissory note.

                               CEL-SCI CORPORATION



                                    By: /s/ Geert R. Kersten
                                        ------------------------------
                                       Geert R. Kersten, Chief Executive Officer



                               ADDRESS OF BORROWER

                                    8229 Boone Boulevard, Suite 802
                                    Vienna, VA 22182, USA
                                    703-506-9460

                                    Countersigned by:
                                    Maximilian de Clara

                                        /s/ Maximilian de Clara
                                        -------------------------------

                                       4
<PAGE>


                        2nd Amendment to PROMISSORY NOTE

                                                                  June 25, 2009

 On December 28, 2008, CEL-SCI Corporation (Borrower) signed a promissory note
 to Maximilian de Clara or order (the Note Holder). On April 30, 2009 Borrower
 signed a 1st Amendment to this Promissory Note due to CEL-SCI's inability to
 repay the funds. Today Borrower and Note Holder agree to a 2nd Amendment to the
 Promissory Note. The note is being amended as follows:

 All terms of the note will stay the same except for:

     1)   The amount payable under the note is now $1,099,265.07.

     2)   The note will continue to be secured by the Company's assets (UCC lien
          filed December 2008).

          3)   Interest at an annual rate of 15% will be payable monthly.

          4)   The note will  become a 5 year  note.  CEL-SCI  will not have the
               right to prepay the note at an earlier  time,  but the Holder may
               request repayment in full or in part at any time after October 1,
               2009 on 10 days notice.

          5)   The note, in whole or in smaller increments,  will be convertible
               at the holder's  option into  CEL-SCI  common stock at a price of
               $0.40  per  CEL-SCI  common  share,   subject  to  the  customary
               adjustments.  CEL-SCI  agrees  to  deliver  the  shares  within 3
               trading days of conversion notice.

          6)   CEL-SCI  will  immediately  award  Holder  1,648,898  warrants to
               purchase  CEL-SCI  common stock at $0.50.  These  warrants have a
               life of 5 years from the date of grant.

          7)   The shares  underlying the convertible note and the warrants,  as
               well as the warrants  issued pursuant to the 1st Amendment to the
               promissory Note, will be added to the next registration statement
               by CEL-SCI.  CEL-SCI  will make every effort to have these shares
               registered within 4 months.

 All other terms and conditions of said Note shall remain in full force and
 effect. This amendment shall be subject to said terms and conditions.

 IN WITNESS WHEREOF, the Borrower has executed and delivered said Promissory
 Note Amendment as of the day and year first above written.

 WITNESS:                                 BORROWER:
                                          CEL-SCI CORPORTION


                                          By:/s/ Geert Kersten
                                             -------------------------------
                                             Geert Kersten
                                             Chief Executive Officer

 IN WITNESS WHEREOF, the Lender hereby acknowledges and accepts said Promissory
 Note Amendment as of the day and year first above written.

 WITNESS:                                 LENDER:
                                          MAXIMILIAN DE CLARA


                                          By:/s/ Maximilian De Clara
                                             -------------------------------

                                       5
<PAGE>



                                   EXHIBIT 31
<PAGE>

                                   EXHIBIT 32
<PAGE>